(TRANSLATION ONLY) Stock Code: 6902 June 3, 2014 To Those Shareholders with Voting Rights Nobuaki Katoh President and CEO DENSO CORPORATION 1-1, Showa-cho, Kariya, Aichi 448-8661, Japan NOTICE OF THE 91ST ORDINARY GENERAL MEETING OF SHAREHOLDERS We hereby inform you of the 91st Ordinary General Meeting of Shareholders to be held as follows. If you are unable to attend the meeting, you may exercise your voting rights in writing or via the Internet, etc. Please read the attached REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS and exercise your voting rights before 5:40 p.m. on Wednesday, June 18, 2014. 1. Date: 10 a.m., Thursday, June 19, 2014 2. Place: Head Office, DENSO CORPORATION 1-1, Showa-cho, Kariya, Aichi 448-8661, Japan 3. Objectives of the Meeting: Reports: Agenda: Proposal No. 1: Proposal No. 2: Proposal No. 3: Proposal No. 4: Proposal No. 5: Proposal No. 6: (1) Business Report and Consolidated Financial Statements, as well as Results of the Audits of the Consolidated Financial Statements by the Accounting Auditors and the Audit & Supervisory Board for the 91st Fiscal Term (from April 1, 2013, to March 31, 2014) (2) Non-Consolidated Financial Statements for the 91st Fiscal Term (from April 1, 2013, to March 31, 2014) Distribution of Surplus Partial Amendments to the Articles of Incorporation Election of Fourteen (14) Board Members due to Expiration of the Term of Office of All the Current Board Members Election of One (1) Audit & Supervisory Board Member Presentation of Bonuses to Board Members and Audit & Supervisory Board Members Revision to the Remuneration for Audit & Supervisory Board Members For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting. To save paper resources, please bring this NOTICE yourself. As the entrance to the venue for the meeting is often crowded just before the meeting begins, please arrive early. For the method of exercising voting rights in writing or via the Internet, etc., refer to pages 9-10. Any amendment to the REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS or the Attachment will be disclosed on the Company s Web site. (http://www.denso.co.jp) The Notes to the Consolidated Financial Statements and the Notes to the Non-Consolidated Financial Statements are not stated in this NOTICE or the Attachment as they are posted on the Company s Web site (http://www.denso.co.jp) in accordance with the relevant laws and regulations and Article 16 of the Articles of Incorporation. The Consolidated Financial Statements and the Non-Consolidated Financial Statements, which have been audited by the Accounting Auditors and the Audit & Supervisory Board, shall include not only the respective documents that are stated in this NOTICE and the Attachment but also the Notes to the Consolidated Financial Statements and the Notes to the Non-Consolidated Financial Statements, both of which are posted on the above Web site. Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. 1
REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS Proposals and References Proposal No. 1: Distribution of Surplus The Company intends to maintain a policy of stable improvement of the dividend level with due consideration to the operating results and the payout ratio for each fiscal year for the distribution of profits to shareholders. Accordingly, we hereby propose that you approve the fiscal year-end dividend for the fiscal year ended March 31, 2014, as described below. (1) Type of property for dividends: Money (2) Allotment of property for dividends to shareholders and total amount thereof: 58 per share of the Company s common stock for a total of 46,241,040,502 The annual dividend proposed for the fiscal year, including the interim dividend, is 105 per share. (3) Effective date of the dividends from surplus: June 20, 2014 Dividend per share (Yen) 88th term 46 89th term 46 90th term 64 91st term 105 Proposal No. 2: Partial Amendments to the Articles of Incorporation 1. Reason for the amendments (1) We hereby propose that the position of Senior Executive Directors, Member of the Board be abolished in line with the differentiation and clarification of the roles between Directors, Member of the Board in charge of corporate management (decision making and oversight), and Senior Executive Directors (new establishment) and Executive Directors in charge of executing business duties, for the purpose of strengthening the corporate governance of the Company. (2) We also propose that Representative Directors be elected more flexibly even from among those other than the Directors with titles. (3) In accordance with the intent of the provision setting forth Representative Directors and Directors with titles, the designation and the order of the relevant provision shall be changed, and the text of said provision shall be partially modified accordingly. 2
2. Details of the amendments The amendments are as described below. Current Articles of Incorporation CHAPTER 4. DIRECTORS AND BOARD OF DIRECTORS Article 25. (Representative Directors) By resolution, the board of directors may appoint, from among the directors, a chairman of the board of directors, a president, a few vice-chairmen, a few vice-presidents and a few senior managing directors. 2) By resolution, the board of directors shall appoint, from among the above-mentioned directors, the representative directors of the Company. (Amendments underlined) Proposed Provisions CHAPTER 4. DIRECTORS AND BOARD OF DIRECTORS Article 25. (Representative Directors and Directors with Titles) (Transferred to Paragraph 2 and reviewed) (Transferred to Paragraph 1 and reviewed) (Transferred from Paragraph 2 and reviewed) By resolution, the board of directors shall appoint, from among the directors, the representative directors of the Company. (Transferred from Paragraph 1 and reviewed) 2) By resolution, the board of directors may appoint, from among the directors, a chairman of the board of directors and a president as well as a few vice-chairmen and vice-presidents as directors with titles. 3
Proposal No. 3: Election of Fourteen (14) Board Members due to Expiration of the Term of Office of All the Current Board Members The term of office of all the current board members expires at the conclusion of this 91st Ordinary General Meeting of Shareholders. Accordingly, we hereby propose that you elect fourteen (14) board members. The nominees for board members are as follows: 1. Nobuaki Katoh (November 3, 1948) Reappointment April 1971 Joined DENSO CORPORATION June 2000 Executive Director, Member of the Board, DENSO CORPORATION June 2007 June 2008 President and CEO, DENSO CORPORATION Outside Audit & Supervisory Board Member, Toyota Boshoku Corporation Number of the Company s shares owned 41,100 2. Koji Kobayashi (October 23, 1948) Reappointment April 1972 Joined Toyota Motor Co., Ltd. June 2007 June 2010 Executive Vice President, DENSO CORPORATION Asia & Oceania Number of the Company s shares owned 30,619 3. Masahiko Miyaki (December 12, 1953) Reappointment April 1977 Joined DENSO CORPORATION June 2010 June 2013 Executive Vice President, DENSO CORPORATION Overall R&D; Engineering Research & Development Center; China Director, Toyota Boshoku Corporation Number of the Company s shares owned 22,400 4. Akio Shikamura (September 26, 1954) Reappointment April 1977 Joined DENSO CORPORATION June 2010 Overall Production; Thermal Systems Business Group Number of the Company s shares owned 19,400 4
5. Haruya Maruyama (November 29, 1954) Reappointment April 1978 Joined DENSO CORPORATION June 2010 Sales and Marketing Group; Overall Aftermarket Business Number of the Company s shares owned 10,600 6. Shinji Shirasaki (March 8, 1952) Reappointment April 1974 Joined DENSO CORPORATION June 2003 Executive Director, Member of the Board, DENSO CORPORATION June 2008 Electronic Systems Business Group Outside Director, Tokai Rika Co., Ltd. Number of the Company s shares owned 13,300 7. Akio Tajima (February 22, 1956) Reappointment April 1978 Joined DENSO CORPORATION June 2005 Executive Director, DENSO CORPORATION June 2011 Purchasing Group; Deputy Chief, Corporate Center Number of the Company s shares owned 17,500 8. Michio Adachi (September 26, 1954) Reappointment April 1977 Joined DENSO CORPORATION June 2006 Executive Director, DENSO CORPORATION June 2012 Powertrain Control Systems Business Group Outside Audit & Supervisory Board Member, SAWAFUJI ELECTRIC CO., LTD. Number of the Company s shares owned 18,200 5
9. Hiroyuki Wakabayashi (January 15, 1956) Reappointment April 1979 Joined DENSO CORPORATION June 2006 Executive Director, DENSO CORPORATION June 2013 Information & Safety Systems Business Group Outside Director, Jeco Co., Ltd. Number of the Company s shares owned 17,000 10. Satoshi Iwata (October 17, 1953) Reappointment April 1976 Joined Ministry of International Trade and Industry July 2006 Joined DENSO CORPORATION June 2007 Executive Director, DENSO CORPORATION June 2013 Deputy Chief, Information & Safety Systems Business Group; Tokyo Office Number of the Company s shares owned 9,600 11. Masahiko Ito (August 21, 1956) New appointment April 1979 Joined DENSO CORPORATION June 2007 Executive Director, DENSO CORPORATION Climate, Cooling & Heating Business Unit; New Business; Deputy Chief, After-market Number of the Company s shares owned 6,500 12. Shoichiro Toyoda (February 27, 1925) Reappointment August 1958 Corporate Auditor, DENSO CORPORATION August 1964 Resigned Corporate Auditor, DENSO CORPORATION Executive Director, Member of the Board, DENSO CORPORATION June 1981 President, Toyota Motor Sales Co., Ltd. July 1982 President, Toyota Motor Corporation September 1992 Chairman, Toyota Motor Corporation June 1999 Honorary Chairman, Toyota Motor Corporation June 2009 Retired as Honorary Chairman, Toyota Motor Corporation (currently) Outside Corporate Auditor, AISIN SEIKI CO., LTD. Honorary Chairman, Japan Business Federation Number of the Company s shares owned 697,200 6
13. George Olcott (May 7, 1955) Nominee for outside board member New appointment July 1986 Joined S.G. Warburg & Co., Ltd. November 1991 Director, S.G. Warburg & Co., Ltd. September 1993 Executive Director, Equity Capital Market Group, S.G. Warburg Securities London April 1997 Head of Tokyo Branch, SBC Warburg April 1998 Vice President, LTCB-UBS-Brison Asset Management February 1999 President, UBS Asset Management (Japan) President, Japan UBS Brinson June 2000 Managing Director, Equity Capital Market, UBS Warburg Tokyo September 2001 Judge Business School, University of Cambridge March 2005 FME Teaching Fellow, Judge Business School, University of Cambridge March 2008 Senior Fellow, Judge Business School, University of Cambridge June 2008 Outside Director, Nippon Sheet Glass Co., Ltd. April 2010 Outside Director, NKSJ Holdings, Inc. September 2010 Project Professor, Research Center for Advanced Science and Technology, The University of Tokyo April 2014 Guest Professor, Keio University Faculty of Business and Commerce Outside Director, Nippon Sheet Glass Co., Ltd. Outside Director, NKSJ Holdings, Inc. Number of the Company s shares owned 0 14. Takashi Nawa (June 8, 1957) Nominee for outside board member New appointment April 1980 Joined Mitsubishi Corporation April 1991 Joined McKinsey & Company, Inc. June 2010 Professor, Graduate School of International Corporate Strategy, Hitotsubashi University June 2010 President, Genesis Partners September 2010 Senior Advisor, Boston Consulting Group June 2011 Outside Director, NEC Capital Solutions Limited September 2012 President, Next Smart Lean Co., Ltd. November 2012 Outside Director, FAST RETAILING CO., LTD. Outside Director, NEC Capital Solutions Limited Outside Director, FAST RETAILING CO., LTD. Number of the Company s shares owned 0 Notes. 1. No nominee has any special interest in the Company. 2. George Olcott and Takashi Nawa are the nominees for outside board members (outside directors), as stipulated in Article 2, Paragraph 3, Item 7, of the Ordinance for Enforcement of the Companies Act. 3. Reasons for having appointed the nominees for outside board members, independence of outside board members, and liability limitation agreement with the outside board members (1) Reasons for having appointed the nominees for outside board members and the independence of outside board members 1) The Company requests the election of George Olcott as an outside board member in expectation of useful advice that would be given based on his academic background and considerable experience and deep insight related to corporate management. 2) The Company requests the election of Takashi Nawa as an outside board member in expectation of useful advice that would be given based on his considerable experience and deep insight in the field of business administration strategy. 7
3) George Olcott and Takashi Nawa satisfy the requirements of independent directors/auditors as per the regulations of Tokyo Stock Exchange, Inc. (TSE). Accordingly, if their election as outside board members is approved by the meeting, the Company intends to notify the TSE of such status of both persons. (2) Liability limitation agreement with nominees for outside board members The Company intends to enter into a liability limitation agreement with George Olcott and Takashi Nawa, which limits the liability of each of them to the minimum amount stipulated in Article 425, Paragraph 1 of the Companies Act, with regard to the liability for damages stipulated in Article 423, Paragraph 1 of said Act. Proposal No. 4: Election of One (1) Audit & Supervisory Board Member The Standing Audit & Supervisory Board Member Toshio Watanabe will resign at the conclusion of this 91st Ordinary General Meeting of Shareholders. Accordingly, we hereby propose that you elect one (1) substitute audit & supervisory board member. The term of office of the substitute audit & supervisory board member will be until the term of office of his predecessor expires in accordance with the relevant provision of the Articles of Incorporation of the Company. The audit & supervisory board has given its prior consent to this Proposal. The nominee for audit & supervisory board member is as follows: Atsuhiko Shimmura (June 28, 1957) New appointment April 1980 Joined DENSO CORPORATION January 2003 General Manager, Electronic Device Planning Department, Electronic Device Business Unit, DENSO CORPORATION July 2011 Executive Vice President, DENSO International America, Inc. January 2014 Senior Director, Corporate Planning Division, DENSO CORPORATION Number of the Company s shares owned 3,900 Note: The nominee has no special interest in the Company. Proposal No. 5: Presentation of Bonuses to Board Members and Audit & Supervisory Board Members We hereby propose that bonuses be paid to 19 officers of the Company (14 board members and 5 audit & supervisory board members) in the total amount of 416,400 thousand as the bonuses to board members and 46,800 thousand as the bonuses to audit & supervisory board members, after taking into consideration the business performance for the fiscal year under review and other factors. Proposal No. 6: Revision to the Remuneration for Audit & Supervisory Board Members The Company resolved, at the Board of Directors meeting held on May 12, 2014, that bonuses for audit & supervisory board members be abolished to reinforce their independence toward the management of the Company. The remuneration for audit & supervisory board members was approved to be within 7,000 thousand per month at the 73rd Ordinary General Meeting of Shareholders held on June 27, 1996. However, taking into account the abolition of bonuses for audit & supervisory board members and other various factors, we hereby propose that the remuneration for audit & supervisory board members be within 15,000 thousand per month. The Company currently has five (5) audit & supervisory board members. 8
Guide to Exercising Voting Rights Exercise of voting rights by attending the Meeting: Date and time of the Meeting: 10:00 AM, Thursday, June 19, 2014 Please submit the Voting Rights Exercise Form at the reception desk at venue. Exercise of voting rights in writing: Deadline for exercising voting rights: Received by 5:40 PM, Wednesday, June 18, 2014 You are kindly requested to mark and mail without a postage stamp to return the Voting Rights Exercise Form with your vote of approval or disapproval. Exercise of voting rights via the Internet, etc.: Deadline for exercising voting rights: 5:40 PM, Wednesday, June 18, 2014 By accessing the voting Web site (http://www.evote.jp/), use the log-in ID and temporary password given on your Voting Rights Exercise Form and follow the on-screen instructions to indicate your approval or disapproval of each proposal. Please refer to the next page for guide to the exercise of voting rights via the Internet, etc. When exercising voting rights, please pay attention to the following notes. If you attending the Meeting, no procedures to exercise voting rights in writing or via the Internet, etc. are necessary. If you have exercised your voting rights both in writing and via the Internet, those exercised via the Internet will be taken as valid. If you have exercised your voting rights multiple times on the Internet, the final vote will be considered as valid. If you have exercised your voting rights both on the Web site for computers and/or smartphones and on the Web site for mobile phones, the final vote cast will be considered as valid. 9
Guide to the Exercise of Voting Rights via the Internet, Etc. 1. Exercise of Voting Rights Web Site (1) The exercise of voting rights via the Internet is possible only by accessing the Exercise of Voting Rights Web site (http://www.evote.jp/) designated by the Company either from a computer, a smartphone or a mobile phone (i-mode, EZweb or Yahoo!Ketai) 1. (However, this Web site is not available from 2 a.m. to 5 a.m. daily.) If your mobile phone has a QR-Code reader, you can access the Exercise of Voting Rights Web site by reading the QR-Code 2 provided here. For details of the operation method, consult the instruction manual of your mobile phone. Notes: 1. i-mode, EZweb and Yahoo! are trademarks or registered trademarks of NTT DoCoMo Inc., KDDI CORPORATION and Yahoo! Inc., respectively. 2. QR-Code is a registered trademark of Denso Wave Inc. (2) The exercise of voting rights on the voting Web site for computers or smartphones may be disabled by operating environments, including the use of a firewall when accessing the Internet, the use of antivirus software and/or the use of a proxy server. (3) For your exercise of voting rights on the voting Web site for mobile phones, make sure to use the i-mode, EZweb or Yahoo! service. To preserve security, you cannot vote through a model of phone that does not allow encrypted transmission (SSL transmission) or transmission of the phone ID information. (4) Although we will accept the exercise of voting rights via the Internet until 5:40 p.m. on Wednesday, June 18, 2014, we recommend voting as early as possible. If you have any questions, please contact our Help Desk. 2. Exercising Your Voting Rights via the Internet (1) At the voting Web site (http://www.evote.jp/), use the log-in ID and temporary password given on your Voting Rights Exercise Form and follow the on-screen instructions to indicate your approval or disapproval of each proposal. (2) To protect against illegal access by persons other than qualified shareholders ( spoofing ) and the manipulation of voting details, please be aware that shareholders using the site will be asked to change their temporary password. (3) Whenever a meeting of shareholders is convoked, new log-in IDs and temporary passwords will be issued. 3. Costs Incurred in Accessing the Exercise of Voting Rights Site The costs incurred when accessing the Exercise of Voting Rights site, including Internet access fees and telephone rates, will be the responsibility of the shareholder. Similarly, fees required to use mobile phones, such as packet transmission fees, will also be the responsibility of the shareholder. 4. Electronic Voting Platform for Institutional Investors Institutional investors may apply in advance to ICJ to exercise their voting rights electronically through the Electronic Voting Platform for Institutional Investors, which is operated by ICJ Inc., as a means other than the aforementioned Exercising Your Voting Rights via the Internet for general meetings of shareholders of the Company. For inquiries about the system or other matters, contact: Securities Business Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation Phone: (0120) 173-027 (Toll Free) (available from 9 a.m. to 9 p.m.) 10